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                                                                   EXHIBIT 10.14


         Amendment to Section 8. Exercise of Options of the 1994 Stock Option
Plan

8.       Exercise of Options

         The term of each option  shall be not more than ten (10) years from the
date of granting  thereof or such shorter period as is prescribed in Paragraph 9
following.  No option or SAR may be exercised during the first six (6) months of
its term. Within such limit,  options will be exercisable at such time or times,
and subject to such restrictions and conditions, as the Committee shall, in each
instance,  approve,  which  need not be  uniform  for all  optionees;  provided,
however, that except as provided in Paragraphs 9 and 10 following, no option may
be  exercised at any time unless the optionee is then an employee of the Company
or a subsidiary and has been so employed  continuously since the granting of the
option.  The holder of an option shall have none of the rights of a  shareholder
with  respect to the shares  subject to option until such shares shall be issued
to him upon the exercise of his option. Upon exercise of an option the Committee
shall  withhold  a  sufficient   number  of  shares  to  satisfy  the  Company's
withholding obligations for any taxes incurred as a result of such exercise, and
the Committee may, at the request of the optionee,  withhold a sufficient number
of shares to satisfy the optionee's  tax liability  incurred as a result of such
exercise  up to the  maximum  marginal  federal,  state  and  local  tax  rates;
provided, that in lieu of all or part of such withholding,  the optionee may pay
an equivalent amount of cash to the Company.